Page 1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               ------------------

                                    FORM 10-Q


(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

For Quarterly Period Ended June 30, 1997

Commission File Number 1-2964

                               ------------------


                            TRANSAMERICA CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                          94-0932740
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                              600 Montgomery Street
                         San Francisco, California 94111
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (415) 983-4000
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.  Yes X     No

         Number of shares of Common Stock, $1 par value, outstanding as of close
of business on July 31, 1997:  63,287,441  shares,  after  deducting  16,451,021
shares in treasury.



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Page 2

                            TRANSAMERICA CORPORATION

                                    FORM 10-Q

Part I.  Financial Information

Item 1.  Financial Statements.

         The   following   unaudited   consolidated   financial   statements  of
Transamerica  Corporation and Subsidiaries,  for the periods ended June 30, 1997
and 1996, and the balance sheet as of December 31, 1996 do not include  complete
financial  information and should be read in conjunction  with the  Consolidated
Financial  Statements filed with the Commission in Transamerica's  Annual Report
on Form 10-K for the year ended  December 31, 1996.  The  financial  information
presented  in the  financial  statements  included in this report  reflects  all
adjustments,  consisting only of normal  recurring  accruals,  which are, in the
opinion of management, necessary for a fair statement of results for the interim
periods  presented.   Results  for  the  interim  periods  are  not  necessarily
indicative  of the  results  for the entire  year for most of the  Corporation's
businesses.

         On June 23, 1997,  Transamerica  sold its branch based consumer lending
operation as part of its strategy to redeploy  capital while moving ahead with a
plan to build a new,  centralized real estate secured lending  operation.  Gross
proceeds  from the sale were $3.9 billion,  or $1.1 billion  after  repayment of
associated  debt. As a result of the sale,  second quarter  results  included an
after  tax  gain of  $275  million  after  taking  into  account  writedowns  of
intangibles and other items.  In addition  another $189.5 million of real estate
secured loans, non real estate secured loans and foreclosed properties and other
repossessed  assets  remain as of June 30, 1997 which will be sold or liquidated
separately.

                                  * * * * * * *

         Primary  earnings per share are calculated by dividing income available
to common stockholders by the average number of common shares outstanding during
the period.  Earnings available to common stockholders are computed by deducting
preferred  dividends and preferred stock redemption  costs from net income.  The
computation  of fully  diluted  earnings  per share is based  upon the  weighted
average number of common shares  outstanding during the period plus the dilutive
effect  of  common  shares  contingently  issuable  from the  exercise  of stock
options, using the treasury stock method.

         For years and quarters ending after December 15, 1997 Transamerica will
report  its  earnings  per share in  accordance  with the  Financial  Accounting
Standards  Board's Statement No. 128 - Earnings Per Share.  Previously  reported
earnings per share will be restated.  See Item 2.  Management's  Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operations,  for pro forma
disclosure of our earnings per share computed in accordance with this standard.

         The  consolidated  ratios of earnings to fixed charges were computed by
dividing  income  before fixed  charges and income  taxes by the fixed  charges.
Fixed  charges  consist of  interest  and debt  expense,  dividends  declared on
preferred  securities issued by affiliates and one-third of rent expense,  which
approximates the interest factor.



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Page 3

                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                           CONSOLIDATED BALANCE SHEET

                                     Assets


                                                     June 30,       December 31,
                                                      1997              1996
Investments, principally of life insurance 
        subsidiaries:
    Fixed maturities                               $27,919.7           $26,985.9
    Equity securities                                1,329.9             1,046.0
    Mortgage loans and real estate                     759.5               745.5
    Loans to life insurance policyholders              452.4               442.6
    Short-term investments                             387.7               165.2
                                                   ---------           ---------
                                                    30,849.2            29,385.2

Finance receivables                                  4,971.7             8,697.9
Less unearned fees ($307.0 in 1997
    and $437.6 in 1996) and allowance for
    losses                                             405.1               794.1
                                                   ---------           ---------
                                                     4,566.6             7,903.8

Cash and cash equivalents                              114.2               471.8
Trade and other accounts receivable                  2,267.3             1,933.9
Property and equipment, less accumulated
        depreciation of $1,406.1 in 1997 and
        $1,309.9 in 1996:
    Land, buildings and equipment                      399.4               436.8
    Equipment held for lease                         3,119.2             3,118.5
Deferred policy acquisition costs                    2,215.2             2,138.2
Separate account assets                              4,114.4             3,527.9
Goodwill, less accumulated amortization of
    $148.2 in 1997 and $143.9 in 1996                  361.6               389.3
Assets held for sale, net of valuation
    allowance                                          189.8                86.5
Other assets                                           580.2               483.0
                                                   ---------           ---------
                                                   $48,777.1           $49,874.9
                                                   =========           =========

(Amounts in millions)



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Page 4

                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                     CONSOLIDATED BALANCE SHEET (Continued)

                      Liabilities and Stockholders' Equity


                                                    June 30,       December 31,
                                                     1997              1996

Life insurance policy liabilities                  $29,710.2          $28,542.8
Notes and loans payable, principally of
    finance subsidiaries, of which $1,532.4
    in 1997 and $1,241.3 in 1996 matures
    within one year                                  6,625.1           10,328.3
Accounts payable and other liabilities               2,548.0            1,899.0
Income taxes                                         1,198.5              911.3
Separate account liabilities                         4,114.4            3,527.9

Minority interest in preferred securities
    of affiliates                                      525.0              525.0

Stockholders' equity:
    Preferred Stock ($100 par value):
        Authorized--1,200,000 shares; issuable
          in series, cumulative
        Outstanding--Dutch Auction Rate Trans-
          ferable Securities, 2,250 shares in
          1996, at liquidation preference of
          $100,000 per share                                              225.0
        Outstanding--Series D, 180,091 shares
          in 1996, at liquidation preference of
          $500 per share, cumulative dividend
          rate of 8.5%                                                     90.0
    Common Stock ($1 par value):
        Authorized--150,000,000 shares
        Outstanding--63,374,000 shares in 1997
          and 65,968,708 shares in 1996,
          after deducting 16,364,462 shares
          and 13,769,754 shares in treasury             63.4               66.0
    Additional paid-in capital                                             83.0
    Retained earnings                                3,149.5            2,920.2
    Net unrealized gain from investments
        marked to fair value                           882.1              784.4
    Foreign currency translation adjustments           (39.1)             (28.0)
                                                   ---------          ---------
                                                     4,055.9            4,140.6
                                                   ---------          ---------
                                                   $48,777.1          $49,874.9
                                                   =========          =========

(Amounts in millions except for share data)



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<TABLE>
                                              TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                                       ----------------------

                                                  CONSOLIDATED STATEMENT OF INCOME
<CAPTION>

                                                                         Six months ended                  Three months ended
                                                                              June 30,                            June 30,
                                                                      1997              1996               1997              1996
<S>                                                                 <C>               <C>                <C>               <C>      
REVENUES
Investment income                                                   $ 1,085.4         $ 1,036.6          $   549.7         $   522.5
Life insurance premiums and related
   income                                                               967.5             842.6              510.7             425.2
Finance charges and other fees                                          491.3             606.6              221.8             303.6
Leasing revenues                                                        370.5             328.2              181.6             163.8
Real estate and tax service revenues                                    146.5             119.5               90.3              61.5
Gain on investment transactions                                          14.4              29.6                6.2              16.6
Gain on sale of consumer lending
   branch operation                                                     469.0                                469.0
Other                                                                    47.9              45.6               23.8              21.8
                                                                    ---------         ---------          ---------         ---------
                                                                      3,592.5           3,008.7            2,053.1           1,515.0


EXPENSES
Life insurance benefits                                               1,476.3           1,325.0              781.3             659.3
Life insurance underwriting, acquisition
   and other expenses                                                   360.3             316.3              160.5             162.9
Interest and debt expense                                               308.0             343.9              144.4             170.9
Leasing operating and maintenance costs                                 227.7             183.0              113.7              90.1
Provision for losses on receivables and
   assets held for sale                                                  45.0             101.5                8.6              68.3
Other, including administrative and
   general expenses                                                     425.5             403.1              212.0             200.9
                                                                    ---------         ---------          ---------         ---------
                                                                      2,842.8           2,672.8            1,420.5           1,352.4
                                                                    ---------         ---------          ---------         ---------
                                                                        749.7             335.9              632.6             162.6
Income taxes                                                            280.8             114.7              244.7              56.7
                                                                    ---------         ---------          ---------         ---------

Net Income                                                          $   468.9         $   221.2          $   387.9          $  105.9
                                                                    =========         =========          =========         =========

Earnings per share of common stock:
   Primary:
      Income before gain on investment
         transactions                                               $    6.84         $    2.87           $   5.79         $    1.36
      Gain on investment transactions                                    0.14              0.28               0.06              0.16
                                                                    ---------         ---------          ---------         ---------
      Net Income                                                    $    6.98         $    3.15           $   5.85         $    1.52
                                                                    =========         =========          =========         =========

   Fully diluted:
      Income before gain on investment
         transactions                                               $    6.62         $    2.79           $   5.60         $    1.31
      Gain on investment transactions                                    0.14              0.28               0.06              0.16
                                                                    ---------         ---------          ---------         ---------
      Net Income                                                    $    6.76         $    3.07           $   5.66         $    1.47
                                                                    =========         =========          =========         =========

Dividends per share of common stock                                 $    1.00         $    1.00           $   0.50         $    0.50
                                                                    =========         =========          =========         =========

Ratio of earnings to fixed charges                                       3.15              1.92
                                                                    =========         =========
<FN>
(Amounts in millions except for per share data)
</FN>
</TABLE>


<PAGE>

Page 6

                    TRANSAMERICA CORPORATION AND SUBSIDIARIES
                                -----------------

                   CONSOLIDATED STATEMENT OF RETAINED EARNINGS

                                                              Six months ended
                                                                 June 30,
                                                             1997         1996

Balance at beginning of year                              $2,920.2     $2,866.0
Net income                                                   468.9        221.2
Dividends on common stock                                    (64.8)       (66.9)
Dividends on preferred stock                                  (2.6)        (8.6)
Treasury stock purchased                                    (172.2)      (134.8)
                                                          ---------    ---------
Balance at end of period                                  $3,149.5     $2,876.9
                                                          =========    =========

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                             Six months ended
                                                                 June 30
                                                             1997        1996
                                                          ---------   ---------
OPERATING ACTIVITIES
Net income                                                $   468.9   $   221.2
Adjustments to reconcile net income
      to net cash provided by operating
      activities:
   Change in accounts payable and other
      liabilities                                             832.3       (64.8)
   Change in accounts receivable and
      other assets                                           (507.9)     (126.6)
   Gain on sale of consumer lending
      branch operations                                      (275.0)
   Increase in life insurance policy
      liabilities, excluding policyholder
      balances on interest-sensitive policies                  81.8       659.4
   Amortization of policy acquisition costs                   105.4       118.9
   Policy acquisition costs deferred                         (221.8)     (177.0)
   Depreciation and amortization                              169.3       154.7
   Other                                                       57.3        83.7 
                                                          ---------   ---------
   Net cash provided by operations                            710.3       869.5
INVESTING ACTIVITIES
Finance receivables originated                            (10,070.6)   (8,753.8)
Finance receivables collected and sold                      9,891.9     8,577.0
Purchase of investments                                    (5,994.9)   (4,222.4)
Sales and maturities of investments                         4,578.5     3,164.6
Proceeds from sale of consumer lending branch
  operation to Household International, Inc.                3,860.0
Other                                                        (178.6)      (64.2)
                                                          ---------   ---------
   Net cash provided (used) by investing activities         2,086.3    (1,298.8)
FINANCING ACTIVITIES
Proceeds from debt financing                                2,760.7     3,062.6
Payment of notes and loans                                 (6,404.2)   (3,021.3)
Receipts from interest-sensitive policies
   credited to policyholder account balances                4,106.0     2,810.0
Return of policyholder balances on
   interest-sensitive policies                             (2,976.4)   (2,185.5)
Treasury stock purchases                                     (305.2)     (169.1)
Redemption of preferred stock                                (318.9)
Other common stock transactions                                51.2        32.6
Dividends                                                     (67.4)      (75.5)
                                                          ---------   ---------
   Net cash provided (used) by financing activities        (3,154.2)      453.8
                                                          ---------   ---------
Increase (decrease) in cash and cash equivalents             (357.6)       24.5
 Cash and cash equivalents at beginning of year               471.8        67.6
                                                          ---------   ---------
Cash and cash equivalents at end of period                $   114.2   $    92.1
                                                          =========   =========
(Amounts in millions)


<PAGE>

Page 7

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

Consolidated Results

         Transamerica's  net income  for the first six months of 1997  increased
$247.7 million (112%),  compared to the first six months of 1996. Net income for
the  first six  months of 1997  included  net  after tax gains  from  investment
transactions aggregating $9.3 million compared to $19.2 million in the first six
months of 1996.  In the  first  six  months  of 1997  income  before  investment
transactions  increased $257.6 million (128%) over the first six months of 1996.
The 1997  period  included  a $275  million  after tax gain from the sale of the
branch based  consumer  lending  business.  Excluding  this gain,  income before
investment  transactions for the first half of 1997 decreased $17.4 million (9%)
due  primarily to decreases in consumer  lending,  life  insurance,  and leasing
operating results and higher unallocated interest and other expenses.  Partially
offsetting  these  decreases were  increased real estate and commercial  lending
operating results.

         Transamerica's net income for the second quarter of 1997 increased $282
million  (266%),  compared  to the second  quarter  of 1996.  Net income for the
second quarter of 1997 included net after tax gains from investment transactions
aggregating $4 million  compared to $10.7 million in the second quarter of 1996.
In the second quarter of 1997 income before  investment  transactions  increased
$288.7 million (303%) over the second quarter of 1996.  Income before investment
transactions  in the second  quarter of 1997 included the $275 million after tax
gain discussed in the preceding  paragraph.  Excluding this gain,  income before
investment transactions increased $13.7 million (14%) due primarily to increases
in  real  estate,  commercial  lending,  life  insurance  and  consumer  lending
operating results.  Partially  offsetting these increases were decreased leasing
operating results and higher unallocated interest and other expenses.

         The pretax gain on investment  transactions,  included in  consolidated
revenues, comprises (amounts in millions):

                                          Six months ended    Three months ended
                                              June 30,             June 30
                                           1997     1996       1997     1996

   Net gain on sale of investments        $ 0.4    $27.6       $2.7    $18.0
   Adjustment for impairment in value      (2.0)    (1.2)               (1.2)
   Adjustment to amortization of
     deferred policy acquisition
     costs for realized investment
     transactions                          16.0      3.2        3.5     (0.2)
                                          -----    -----       ----    -----
                                          $14.4    $29.6      $ 6.2    $16.6
                                          =====    =====      =====    =====

         The amortization of deferred policy  acquisition  costs is adjusted for
gains and losses realized on the sale of certain investments.  The adjustment to
the amortization of deferred policy  acquisition costs is included in investment
transactions   as  an  offset  to  the  related  gains  or  losses.   Investment
transactions also reflect downward  adjustments  primarily for impairment in the
value of certain nonperforming fixed maturity investments,  mortgage loans, real
estate investments and real estate acquired through foreclosure.


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<TABLE>
                     REVENUES AND INCOME BY LINE OF BUSINESS

<CAPTION>
                                                          Six months ended June 30          Second Quarter
                                                        Revenues             Income              Income
                                                    1997       1996      1997      1996      1997      1996
                                                                      (Amounts in millions)
<S>                                               <C>        <C>        <C>       <C>       <C>       <C>    
Life insurance                                    $2,038.9   $1,869.2   $ 142.8   $ 152.3   $ 79.9   $ 79.5
Gain (loss) on investment
   transactions                                        3.5       25.4       2.2      16.5     (1.5)     3.7
                                                  --------   --------   -------   -------   ------   ------
Total life insurance                               2,042.4    1,894.6     145.0     168.8     78.4     83.2

Consumer lending                                     720.6      392.3     275.0      13.1    275.0     (4.7)
Commercial lending                                   239.0      211.6      41.9      32.7     20.7     18.2
Leasing                                              408.6      363.8      28.3      37.7     12.5     18.9
Amortization of goodwill                                                   (6.4)     (6.5)    (3.2)    (3.2)
                                                  --------   --------   -------   -------   ------   ------
Total finance                                      1,368.2      967.7     338.8      77.0    305.0     29.2

Real estate services                                 189.1      148.9      36.7      21.3     28.6     11.7
Gain on investment transactions                       11.0       18.1       7.1      11.8      5.5      8.3
Amortization of goodwill                                                   (0.1)     (0.1)    (0.1)    (0.1)
                                                  --------   --------   -------   -------   ------   ------
Total real estate services                           200.1      167.0      43.7      33.0     34.0     19.9

Unallocated interest and
  other expenses                                      16.4       13.7     (58.6)    (48.5)   (29.5)   (25.1)
Consolidation eliminations                           (34.6)     (34.3)               (9.1)             (1.3)
                                                  --------   --------   -------   -------   ------   ------
Total revenues and net income                     $3,592.5   $3,008.7   $ 468.9   $ 221.2   $387.9   $105.9
                                                  ========   ========   =======   =======   ======   ======
</TABLE>


Life insurance

         Net income  from our life  insurance  operations  for the six and three
month  periods  ended June 30, 1997  decreased by $23.8  million  (14%) and $4.8
million  (6%)  compared  to the  corresponding  periods of 1996.  Income  before
investment  transactions  decreased  $9.5 million (6%) in the first half of 1997
from the first half of 1996 and increased $400,000 (-%) in the second quarter of
1997  compared to the second  quarter of 1996.  Net income for the first half of
1997 included net after tax gains from  investment  transactions of $2.2 million
compared to $16.5  million in the first half of 1996.  In the second  quarter of
1997 net income  included net after tax losses from  investment  transactions of
$1.5 million  compared to gains of $3.7  million in the second  quarter of 1996.
The six month results for 1997 were affected by a $20.1 million after tax charge
for a proposed legal  settlement  recorded in the life insurance line during the
first quarter. This settlement was approved by the court on June 26.

         The life  insurance  line  experienced  a  decrease  in  income  before
investment  transactions for both the six and three month periods ended June 30,
1997 as  compared  to the same  periods of 1996.  The  decline for the six month
period was primarily  the result of the  settlement  provision  described in the
preceding  paragraph and unfavorable claims activity.  The decline in the second
quarter was primarily the result of unfavorable claims activity.

         The annuities line experienced an increase in income before  investment
transactions for the six and three month periods ended June 30, 1997 as compared
to the same periods of 1996.  These  increases  were primarily  attributable  to
increases in fee income related to a higher variable annuity



<PAGE>

Page 9

asset base  combined  with a reduction  in  operating  costs in 1997.  Operating
expenses  for the 1996  periods  were  adversely  affected by  relocation  costs
associated with moving  portions of the operations to Charlotte,  North Carolina
and Kansas City, Missouri.

         The asset  management  group  experienced  slight  increases  in income
before  investment  transactions  for  both  1997  periods  as  compared  to the
corresponding  periods of 1996.  This was  primarily  attributable  to favorable
interest  spreads and increased fee income  resulting from overall growth in the
line's asset management  business.  The asset management group's performance was
partially  offset by decreases in income before  investment  transactions in the
structured  settlements  business,  which resulted  primarily  from  unfavorable
interest spreads.

         In the  reinsurance  line,  favorable  claims  experience and growth in
policy revenue resulted in an increase in income before investment  transactions
for the six month and three month periods ended June 30, 1997 as compared to the
same periods of 1996.

         The Canadian line's income before investment  transactions increased in
the first six months and second quarter of 1997 over the  comparable  periods of
1996 due primarily to the result of improved  persistency  and favorable  claims
experience.

         For the corporate line, income before investment transactions increased
slightly  during the first six months of 1997 as  compared to the same period of
1996. This increase was attributable primarily to a favorable effective tax rate
in this period and  increases in investment  income.  For the three month period
ended June 30, 1997 income before investment  transactions decreased compared to
the second  quarter of 1996  primarily  due to less  investment  income from the
amortization  of discounts on  securities  called as a result of lower bond call
activity and increased  operating  expenses related to a system  reorganization,
partially  offset by a  favorable  effective  tax rate in this period and higher
investment income.

         Gains on  investment  transactions  declined by $14.3 million (87%) for
the six month  period ended June 30, 1997 as compared to the first six months of
1996.  For the three  month  period  ended  June 30,  1997,  the life  companies
experienced  investment transaction losses of $1.5 million after tax as compared
to gains of $3.7  million  after tax for the same  three  month  period of 1996.
Included in these amounts are after tax net losses of $6.8 million after tax and
$3.8  million  realized on sales of  investments  during the six month and three
month  periods  ended June 30,  1997,  compared  to after tax net gains of $13.2
million and $2.7 million  realized  during the  comparable  periods of 1996. The
$13.2  million after tax gain in 1996 included an after tax gain of $9.1 million
resulting from a transaction  with a special purpose  subsidiary of Transamerica
Corporation.  In this  transaction,  certain below  investment  grade bonds were
exchanged for collateralized  bond obligations with higher ratings issued by the
subsidiary.  This  transaction  had no  effect  on  Transamerica's  consolidated
financial statements. During the six and three month periods ended June 30, 1997
and 1996, transactions involving investments backing interest-sensitive products
resulted  in  losses.   Adjustments  to  the  amortization  of  deferred  policy
acquisition  costs  reduced the six month losses by $10.4  million  after tax in
1997  and $2.1  million  after  tax in  1996.  Related  losses  incurred  in the
comparative  three month  periods were reduced by $2.3 million after tax in 1997
and increased  $100,000 after tax in 1996.  Investment  transactions for the six
month period ended June 30, 1997 reflect  downward  adjustments  of $1.3 million
after tax,  primarily for impairment in the value of the mortgage loan portfolio
as  compared  to  downward  adjustments  recorded  in the first  half of 1996 of
$800,000, after tax, for the impairment in the value of certain below investment
grade fixed maturity investments.


<PAGE>

Page 10

         Total life companies net investment  income  increased by $44.8 million
(4%) and $25.8  million (5%) for the six and three month  periods ended June 30,
1997 as compared to the same periods of 1996 which was primarily the result of a
growing invested asset base.

         Total life companies policy revenue  increased $124.8 million (15%) and
$85.5  million  (20%),  for the six  month and three  month  periods  of 1997 as
compared to the same periods of 1996.  These  increases were primarily due to an
increase in fees from interest-sensitive policies.

         Total life  companies  insurance  benefit costs and expenses  increased
$195.2  million (12%) and $119.5 million (15%) for the six month and three month
periods  ended  June 30,  1997 as  compared  to the same  periods  of 1996.  The
increases were primarily due to the following : 1) increase in interest credited
on  interest-sensitive  policies,  2)  unfavorable  claims  activity and, 3) the
provision for the legal settlement discussed above.

         Cash provided by life companies  operations for the six and three month
periods  ended June 30, 1997  decreased  $178.7  million (39%) and $61.2 million
(50%) over the same periods of 1996.  These  decreases were primarily due to the
timing  of  the  settlement  of  certain  receivables  and  payables,  including
reinsurance  receivables  and payables.  We continue to maintain a  sufficiently
liquid investment  portfolio to cover operating  requirements.  The remainder of
our funds are invested in long term securities.

Consumer Lending

         On June 23, 1997,  Transamerica  sold its branch based consumer lending
operation as part of its strategy to redeploy  capital while moving ahead with a
plan to build a new,  centralized real estate secured lending  operation.  Gross
proceeds  from the sale were $3.9 billion,  or $1.1 billion  after  repayment of
associated  debt. As a result of the sale,  second quarter  results  included an
after  tax  gain of  $275  million  after  taking  into  account  writedowns  of
intangibles and other items. In addition,  another $189.5 million of real estate
secured loans,  non real estate secured loans,  foreclosed  properties and other
repossessed  assets  remain as of June 30, 1997 which will be sold or liquidated
separately.

         Prior to completing the sale of the operations  discussed  above,  loan
loss reserves were adjusted to offset operating  results  including any gains or
losses from asset sales.  Accordingly,  except for the $275 million gain on sale
included in second quarter results,  no income or loss from the consumer lending
operations  was reported for the first half and second  quarter of 1997.  In the
first half and second  quarter of 1996, the consumer  lending  operation had net
income of $13.1 million and a net loss of $4.7 million.

         Revenues increased $328.3 million (84%) for the first half of 1997 over
the comparable period of 1996. For the second quarter of 1997 revenues increased
$373.7 million (193%) over the second quarter of 1996. Both increases  reflected
the $469 million pretax gain on the sale of the  branch-based  lending  business
which  was  offset  in  part by  lower  finance  charges  due to  lower  average
receivables outstanding which resulted primarily from the sale of the operations
and sales of various loan portfolios during the first six months of 1997.

         Interest  expense  for  the  first  half  and  second  quarter  of 1997
decreased  $49.2 million (33%) and $35.1 million (47%) from the comparable  year
ago periods.  Other operating  expenses for the first half and second quarter of
1997 decreased  $13.8 million (11%) and $5.9 million (10%) from the same periods
a year ago. The provision for losses on receivables for the first six months and
second quarter of 1997 decreased $56.2 million (60%) and $62.3


<PAGE>

Page 11

million  (93%)  compared to the same periods a year ago.  All declines  were due
primarily  to  the  impact  of  downsizing   operations  and  the  sale  of  the
branch-based lending business.

         As previously discussed,  Transamerica intends to continue operating in
the  consumer  lending  business and is building a new  centralized  real estate
secured  lending  operation.  As part of this plan,  at June 30, 1997 there were
$180.4  million of net  consumer  finance  receivables  relating  to  continuing
operations. The decrease of $3.7 billion in receivables from December 31,1996 is
due primarily to the sale of the branch-based  lending business and the sales of
various loan portfolios.

         Delinquent  finance  receivables,  which  are  defined  as  receivables
contractually  past due 60 days or more,  were $2.9  million at June 30, 1997 of
continuing operations receivables (1.57% of finance receivables outstanding).

         For continuing business accounts, accrual of interest and other finance
charges is suspended on accounts that become contractually past due more than 90
days. At June 30, 1997 such nonearning receivables amounted to $55,000. Payments
received on accounts  while in non accrual  status are applied to principal  and
interest income according to the terms of the loan.

         Management  has  established  an allowance for losses equal to 2.90% of
net consumer  finance  receivables  outstanding  at June 30, 1997 on  continuing
businesses.

         Retained assets from the sold operation held for sale at June 30, 1997,
totaled  $189.5  million  reflecting the net carrying value of $225.5 million of
contractual  finance receivables of which $143.8 million is 60 days or more past
due,  $35.8 million of  foreclosures  in process and $26 million of  repossessed
assets.

         Factors  such as economic  conditions,  competition,  and, for accounts
secured by real estate,  the state of the real estate market,  all affect trends
in receivable levels credit losses,  delinquencies,  accounts in foreclosure and
repossessed assets. Management intends to continue its efforts to dispose of its
liquidating portfolio.

Commercial Lending

         Commercial  lending net income for the first half and second quarter of
1997 was $36.6  million and $18.1  million  compared to $27.3  million and $15.5
million for the comparable periods of 1996.  Commercial  lending income,  before
the  amortization  of  goodwill,  for the first half and second  quarter of 1997
increased  $9.2 million  (28%) and $2.5 million (14%) from 1996's first half and
second quarter. The first half increase resulted primarily from i) the inclusion
in the first quarter of 1997 of a $3.2 million tax benefit from the satisfactory
resolution  of prior years' tax matters,  ii) the inclusion in the first quarter
of 1996 of the  effect  of  after  tax  loss  provisions  of $2.5  million  on a
contested  account and for  settlement of a legal matter and iii) higher average
net  receivables  outstanding.  The  increase  in the  second  quarter  resulted
primarily from higher average net receivables outstanding.

         Revenues in the first half and second quarter of 1997  increased  $27.4
million  (13%) and $14.6  million  (14%) over the  corresponding  1996  periods.
Higher  average net  receivables  outstanding  attributable  to growth more than
offset a decline in yield due to increased competition.

         Interest  expense  increased $12.6 million (18%) and $6.7 million (18%)
in the first half and second  quarter of 1997  primarily due to a higher average
debt level  needed to support  receivables  growth.  Operating  expenses for the
first six months and second  quarter of 1997  increased $3.7 million (5%) and $1
million  (3%)  primarily  as a result of higher  levels of  business  volume and
outstanding  receivables.  The provision for losses on receivables for the first



<PAGE>

Page 12

half and second  quarter of 1997  decreased  $300,000  (4%) and  increased  $2.6
million  (186%) from the  corresponding  1996  periods.  The 1996 first  quarter
included a $2.9 million ($1.7 million after tax) reserve  established on a major
impaired account in the insurance premium finance portfolio.  The second quarter
increase was primarily  attributable to growth in net  receivables  outstanding.
Credit  losses,  net of  recoveries,  on an annualized  basis as a percentage of
average  commercial  finance  receivables  outstanding,  net of unearned finance
charges,  were 0.15% for the first half and 0.13% for the second quarter of 1997
compared to 0.10% and 0.10% for the comparable periods of 1996.

         Net commercial finance receivables  outstanding were $4 billion at June
30, 1997,  an increase of $387.9  million (11%) from December 31, 1996. In 1997,
the distribution  finance operation purchased for cash a portfolio of floor plan
finance  receivables with a total net outstanding  balance of approximately $115
million, and the insurance premium finance operation reduced the level of pooled
securitized receivables by $75 million.  Management has established an allowance
for losses equal to 2.16% of net commercial finance  receivables  outstanding as
of June 30, 1997 compared to 2.22% at December 31, 1996.

         Delinquent  receivables  are  defined  as  installments  for  inventory
finance and asset based lending  receivables  more than 60 days past due and the
outstanding  loan  balance  for all  other  receivables  over 60 days  past due.
Delinquent receivables were $17.7 million (0.42% of receivables  outstanding) at
June 30, 1997 compared to $17.3 million  (0.46% of receivables  outstanding)  at
December 31, 1996.

         Nonearning  receivables are defined as balances from borrowers that are
more than 90 days  delinquent  or sooner,  if it appears  doubtful  they will be
fully  collectible.  Accrual  of  finance  charges is  suspended  on  nonearning
receivables  until  such  time as past due  amounts  are  collected.  Nonearning
receivables  were $24.7 million (0.59% of receivables  outstanding)  at June 30,
1997 compared to $21.4 million  (0.56% of receivables  outstanding)  at December
31, 1996.

Leasing

         Leasing  net income  for the first half and second  quarter of 1997 was
$27.3  million and $12 million  compared to $36.7  million and $18.4 million for
the  first  half  and  second  quarter  of  1996.  Leasing  income,  before  the
amortization of goodwill,  was $28.3 million and $12.5 million in the first half
and second  quarter of 1997  compared to $37.7  million and $18.9 million in the
corresponding periods of 1996.

         Leasing income, before the amortization of goodwill, for the first half
and second quarter of 1997,  decreased $9.4 million (25%) and $6.4 million (34%)
as  compared  to the first half and second  quarter  of 1996.  The 1996  results
included a $2.6 million tax benefit from the favorable resolution of outstanding
state tax issues.  Lower  earnings for both the first half and second quarter of
1997  resulted  from lower  standard  container  utilization  and lower per diem
rates,  caused by an over  capacity of  equipment  and lower gains from sales of
used  standard  containers.  Offsetting  some of  these  negative  factors  were
favorable  results  from a larger  portfolio  of finance  leases  and  favorable
earnings in the rail trailer and domestic container lines.

         Revenue for the first half and second quarter of 1997  increased  $44.8
million (12%) and $18.9  million (10%) versus the first half and second  quarter
of 1996.  This revenue  increase was due to a larger  on-hire fleet of standard,
refrigerated and tank containers and chassis mainly  associated with the October
1996 acquisition of Trans Ocean Ltd. This  acquisition  increased our fleet size
by  approximately  25%.  Revenue  also  increased  due to a larger  portfolio of
finance leases and more on-hire European  trailers.  Partially  offsetting these
increases were lower revenues from  decreased  utilization  and rental rates for
refrigerated containers and lower utilization from standard



<PAGE>

Page 13

containers due to an over capacity of equipment. The rail trailer operation also
reported lower revenues due to a smaller fleet size.

         Expenses for the first half and second quarter of 1997 increased  $54.4
million  (18%) and $28.7  million  (19%) over the  corresponding  1996  periods,
mainly due to higher ownership and operating costs associated with larger fleets
of standard and refrigerated containers, chassis and European trailers.

         The  combined   utilization   of  standard   containers,   refrigerated
containers,  domestic  containers,  tank containers and chassis averaged 78% for
both the first half and  second  quarter  of 1997  compared  to 82% for both the
first half and second quarter of 1996. Rail trailer utilization was 83% for both
the first half and second  quarter  of 1997  compared  to 80% for both the first
half and second quarter of 1996.  European  trailer  utilization was 91% and 92%
for the first half and second quarter of 1997 compared to 93% for both the first
half and second quarter of 1996.

Real Estate Services

         This segment includes Transamerica's real estate information businesses
as well as certain real estate holdings and other investments.

         Net income for the first half of 1997  increased  $10.7  million  (32%)
over the first  half of 1996.  Net  income  included  net  after tax gains  from
investment  transactions  of $7.1 million and $11.8 million in the first half of
1997 and 1996. Income before  investment  transactions in the first half of 1997
increased  $15.4  million  (72%) from the first half of 1996  primarily due to a
$15.5 million after tax gain realized on the sale of a real estate property.

         Net income for the second quarter of 1997 increased $14.1 million (71%)
over the second  quarter of 1996.  Net income  included net after tax gains from
investment  transactions of $5.5 million and $8.3 million in the second quarters
of 1997 and 1996. Income before investment transactions in the second quarter of
1997  increased  $16.9 million  (144%) from the second quarter of 1996 primarily
due to the gain on sale of the real estate property noted above.

         Revenues for the first half of 1997 increased  $33.1 million (20%) over
the first half of 1996 as a result of increased  investment  income and the gain
noted above.  Revenues for the second  quarter of 1997  increased  $26.5 million
(28%)  over the first  quarter of 1996  primarily  as a result of the gain noted
above.

Unallocated Interest and Expenses

         Unallocated  interest and other  expenses,  after related income taxes,
for the first half of 1997 increased  $10.1 million over the first half of 1996.
The increase was primarily due to increased interest expense associated with the
redemption of preferred stock and increased other expenses  primarily due to the
vesting in the first quarter of 1997 of certain performance stock options issued
under the 1995 Performance Stock Option Plan.

         Unallocated  interest and other  expenses,  after related income taxes,
for the second  quarter of 1997  increased $4.4 million over the same quarter of
1996. The increase was primarily due to increased  interest  expense  associated
with the redemption of the preferred stock.


<PAGE>

Page 14

Corporate Liquidity and Capital Requirements

         Transamerica  Corporation  receives funds from its  subsidiaries in the
form of  dividends,  income taxes and interest on loans.  The  Corporation  uses
these funds to pay dividends to its stockholders,  purchase shares of its common
stock,  reinvest  in  the  operations  of its  subsidiaries  and  pay  corporate
interest,  expenses and taxes. Reinvested funds are allocated among subsidiaries
on the basis of  expected  returns,  creation of  shareholder  value and capital
needs.  Reinvestment  may be accomplished by allowing a subsidiary to retain all
or a portion of its earnings, or by making capital contributions or loans.

         The Corporation  also borrows funds to finance  acquisitions or to lend
to  certain  of  its  subsidiaries  to  finance  their  working  capital  needs.
Subsidiaries are required to maintain prudent  financial ratios  consistent with
other companies in their  respective  industries and retain the capacity through
committed  credit lines or liquid assets to repay working capital loans from the
Corporation.

         On May 21, 1997, Transamerica announced that its board of directors had
authorized  additional  purchases  of up to 6 million  shares  of the  company's
common stock. On June 27, 1997 Transamerica  announced the purchase of 3 million
shares of its common stock under this  authorization.  The shares were purchased
from two investment banks for approximately  $273 million at an average price of
$91.11 per share, subject to market price adjustment provisions. To complete the
transaction,  the investment banks borrowed  Transamerica common shares and will
be purchasing  replacement shares in the open market.  During the second quarter
of 1997 Transamerica  purchased  3,166,800 shares for $288.8 million  (including
the 3 million share purchase noted above).

Investment Portfolio

         Transamerica,  principally  through  its life  insurance  subsidiaries,
maintains an investment portfolio aggregating $30.8 billion at June 30, 1997, of
which $27.9 billion was invested in fixed maturities. At June 30, 1997, 95.3% of
the fixed maturities was rated as "investment  grade" with an additional 3.0% in
the BB category or its  equivalent.  The amortized cost of fixed  maturities was
$26.9 billion  resulting in a net unrealized  gain,  before the effect of income
taxes and adjustments to deferred  acquisition costs and policy liabilities,  of
$1 billion at June 30, 1997.  Fixed maturity  investments are generally held for
long-term  investment  and used  primarily  to  support  life  insurance  policy
liabilities.  Adjustment  for  impairment  in value has been made to reduce  the
amortized cost of certain fixed  maturity  investments by $56.2 million at March
31, 1997 and $62.9 million at December 31, 1996.

         In addition to the investments in fixed maturities,  $759.5 million (2%
of the investment portfolio),  net of allowance for losses of $44.4 million, was
invested  in  mortgage  loans  and  real  estate  including  $679.8  million  in
commercial mortgage loans, $80.1 million in real estate investments,  $6 million
in foreclosed real estate and $38 million in residential mortgage loans. Problem
loans, defined as restructured loans yielding less than 8% and delinquent loans,
totaled  $3.1  million at June 30, 1997 and $8.1  million at December  31, 1996.
Allowances  for  possible  losses of $44.4  million  at June 30,  1997 and $42.8
million at December 31, 1996 have been established to cover possible losses from
mortgage loans and real estate investments.

Derivatives

         The  operations  of  Transamerica  are subject to risk of interest rate
fluctuations  to the extent  that there is a  difference  between the cash flows
from  Transamerica's  interest-earning  assets and the cash flows related to its
liabilities  that mature or are  repriced in  specified  periods.  In the normal



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Page 15

course of its  operations,  Transamerica  hedges some of its interest  rate risk
with derivative  financial  instruments.  These derivatives  comprise  primarily
interest rate swap agreements,  interest rate floor  agreements,  and options to
enter into interest rate swap agreements (swaptions).

         Derivative financial  instruments with a notional amount of $10 billion
at June 30, 1997 and $9.9  billion at December  31,  1996 were  outstanding  and
designated  as hedges  of  Transamerica's  investment  portfolio.  In  addition,
derivative  financial  instruments  with a notional amount of $4 billion at June
30, 1997 and $3.5 billion at December 31, 1996 were  outstanding  and designated
as hedges of Transamerica's liabilities.

         While   Transamerica  is  exposed  to  credit  risk  in  the  event  of
nonperformance by the other party,  nonperformance is not anticipated due to the
credit rating of the counterparties.  At June 30, 1997, the derivative financial
instruments  discussed  above were issued by financial  institutions  rated A or
better by one or more of the major  credit  rating  agencies.  The fair value of
Transamerica's  derivative  financial  instruments at June 30, 1997 and December
31,  1996 was a net  benefit  of $73.0  million  and  $73.7  million  comprising
agreements with aggregate gross benefits of $133.8 million and $91.2 million and
agreements with aggregate gross obligations of $60.7 million and $17.5 million.

         When we sell or  otherwise  dispose of an asset or  liability  which is
hedged by a derivative contract, the derivative contract is either reassigned to
hedge another asset or liability or closed out, and any gain or loss recognized.

Pro forma Earnings Per Share

         In  February  1997 the  Financial  Accounting  Standards  Board  issued
Statement  No. 128 - Earnings Per Share.  This  statement is effective for years
ending after December 15, 1997 and supersedes the earnings per share calculation
methodology and disclosure  requirements of APB Opinion No. 15. The earnings per
share  amounts below  reflect on a pro forma basis  Transamerica's  earnings per
share in accordance with the new standard.

                                             Six months ended  Quarter ended
                                                 June 30,        June 30,
                                             1997      1996   1997    1996
    Earnings per share - basic:
    Income before gain on
      investment transactions               $6.84     $2.87   $5.79   $1.36
    Gain on investment transactions          0.14      0.28    0.06    0.16
                                            -----     -----   -----   -----

        Net income                          $6.98     $3.15   $5.85   $1.52
                                            =====     =====   =====   =====

    Earnings per share - diluted:
    Income before gain on
      investment transactions               $6.64     $2.79   $5.61   $1.32
    Gain on investment transactions          0.14      0.28    0.06    0.16
                                            -----     -----   -----   -----

        Net income                          $6.78     $3.07   $5.67   $1.48
                                            =====     =====   =====   =====



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Page 16

Item 6.  Exhibits and Reports on Form 8-K.

         (a)    Exhibits.

                11     Statement Re: Computation of Per Share Earnings.
                12     Computation of Ratio of Earnings to Fixed Charges.
                27     Financial Data Schedule.

         (b)   Reports on Form 8-K.
                       None.

                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

TRANSAMERICA CORPORATION
(Registrant)



Burton E. Broome
Vice President and Controller
(Chief Accounting Officer)

Date:  August 14, 1997